Common Stock, $0.0005 par value
- Symbol
- CAPS
- Exchange
- NASDAQ
- Classification
- COMMON
Current Report · Items 5.03, 7.01, 9.01 · 8-K
Capstone Holding Corp.
CAPSNASDAQEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 16, 2026, Capstone Holding Corp. (the “Company”), a Nevada corporation, filed a Certificate of Amendment (the “Certificate of Amendment”) to the Articles of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock, par value $0.0005 (t…
Press release in this filing
Capstone Holding Corp. Announces 1-for-30 Reverse Split →Company context
We are an “emerging growth company” as defined in Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: (1) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); (3) having reduced disclosure obligations regarding executive compensation; (4) being exempt from the requirements to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved; and (5) not being required to adopt certain accounting standards applicable to public companies until those standards would otherwise apply to private companies.
Current securities
Registered securities in this filing
CAPSTONE HOLDING CORP. · 8-K · Filed 2026-10-21
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 16, 2026, Capstone Holding Corp. (the “Company”), a Nevada corporation, filed a Certificate of Amendment (the “Certificate of Amendment”) to the Articles of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock, par value $0.0005 (the “Common Stock”) at a ratio of 1-for-30 (the “Reverse Stock Split”), which became effective on October 19, 2026, at 12:01 a.m., Eastern time.
The terms of the Reverse Stock Split were such that every thirty shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. This consolidation reduced the number of shares of the Company’s outstanding common stock from approximately 27,536,950 (as of October 8, 2026) to approximately 917,898. No fractional shares will be issued; instead, holders who would otherwise receive fractional shares will receive cash in lieu thereof based on the $2.72 closing price on the effective date. The Reverse Stock Split did not otherwise modify any rights or preferences of the Company’s Common Stock.
Effective at market open on October 19, 2026, the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP number for the Common Stock following the Reverse Stock Split is 14068E307.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 15, 2026, the Company issued a press release related to the information described in Item 5.03 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibits
────────────────────────────────────────────────────────────────────────────────────────────────
3.1 Certificate of Amendment, filed on October 16, 2026
99.1 Press Release dated October 15, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 15, 2026, the Company issued a press release related to the information described in Item 5.03 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.